1 1 BIRKEBEINER NORDIC SKI CLUB INC. Rules of Incorporation STATEMENT OF PURPOSES The objective of the club shall be: - Registration number A3313 Incorporated 12 December 1984 a) To promote the development of ski touring, cross-country ski racing and associated activities. b) To provide for the members the opportunity for the enjoyment of skiing. c) To associate with other organisations with similar objectives. d) To conduct social activities. e) To assist in searches for persons lost in bush land areas of the state and to maintain a search and rescue group. Name 1. The name of the incorporated association is the Birkebeiner Nordic Ski Club Inc. (hereinafter referred to as The Club ). Interpretation 2. (1) In these Rules, unless the contrary intention appears- Committee means the Committee of Management of the Club. Financial Year means the year ending on June 1 st. Meeting means a general meeting of members convened in accordance with Rule 11. Member means a member of the Club. Ordinary Member of the Committee means a member of the committee who is not an officer of the Club under Rule 21. The Act means the Associations Incorporation Act The Regulations means regulations under the Act. Standing Committees shall be the committees established in accordance with these, namely for Search and Rescue, Races and Tours. (2) In these rules, a reference to the Secretary of the Club is a reference- (a) where a person holds office under these Rules as secretary of the Club, to that person; and (b) in any other case, to the Public Officer of the Club. (3) Words or expressions contained in these Rules shall be interpreted in accordance with Interpretation of Legislation Act 1984 and the Act as in force from time to time.
2 2 Application for Membership 3. (1) A natural person who is nominated and approved for membership as provided in these Rules is eligible to be a member of the Club on payment of the entrance fee and annual subscription payable under these Rules. (2) A person who is not a member of the Club at the time of the incorporation of the Club (or who was such a member at the time but has ceased to be a member) shall not be admitted to membership: - (a) unless he makes application as provided for in subclause (3); and (b) his admission as a member is approved by the Committee. (3) An application by a person for membership of the Club: - (a) shall be made in writing in the form set out in Appendix 1; and (b) shall be lodged with the secretary. (4) As soon as is practicable after the receipt of an application for membership the secretary shall refer the application to the Committee. (5) Upon an application being referred to the Committee, the Committee shall determine whether to approve or to reject the application. (6) Upon the application being approved by the Committee, the secretary shall, with as little delay as possible, notify the applicant in writing that he is approved for membership of the Club and request payment within twenty-eight days after receipt of this notification of the sum payable under these Rules as the first year s annual subscription. (7) The secretary shall upon payment of this amount referred to in sub-clause (6), within the period referred to in that sub-clause, enter the applicant s name in the register of members kept by him and, upon the names being so entered, the applicant becomes a member of the Club. (8) A right, privilege or obligation of a person by reason of his membership of the Club - (a) is not capable of being transferred or transmitted to any other person, body or association whatsoever, provided however that the recognised body registered in accordance with sub-clause (7) above, may appoint a representative to replace its representative for the time being registered and the secretary shall amend the register accordingly; (b) terminates upon the cessation of his membership whether by death or resignation or otherwise. Entrance fee and Annual subscription 4. The subscription payable shall be determined each year at the annual general meeting and shall be due and payable before June 1 st of each year.
3 3 Register of Members 5. The secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member and the register shall be available for inspection and copying by members on request. Resignation of a Member 6. (1) A member of the Club who has paid all monies due and payable by him to the Club may resign from the Club by first giving one month s notice in writing to the secretary of his intention to resign and upon the expiration of that period of notice, the member shall cease to be a member. (2) Upon the expiration of a notice given under sub-clause (1) the secretary shall make in the register of members an entry recording the date on which the member by whom the notice was given ceased to be a member. Expulsion of a Member 7. (1) Subject to these Rules, if the council is of the opinion that a member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming a member or prejudicial to the interest of the Club the Committee may by resolution - (a) (b) expel that member from the Club; or suspend that member from membership of the Club for a specified period. (2) A resolution of the committee under sub-clause (1) does not take effect unless - (a) the committee at a meeting held not earlier than 14 and not later than 28 days after the service on the member of notice under sub-clause (3) confirms the resolution in accordance with this Rule; and (b) where the member exercises the right of appeal to the Club under this Rule, the Club confirms the resolution in accordance with this Rule. (3) Where the Committee passes a resolution under sub-clause (1), the secretary shall, as soon as practicable, cause to be served on the member a notice in writing: - (a) setting out the resolution of the committee and the grounds on which it is based; (b) stating that the member may address the Committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of that notice; (c) stating the date place and time of that meeting; (d) informing the member that he may do one or more of the following: - (i) attend that meeting; (ii) give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution; or (iii) not later than 24 hours before the date of the meeting, lodge with the secretary a notice to the effect that he wishes to appeal to the Club in general meeting against the resolution.
4 4 (4) At a meeting of the Committee held in accordance with sub-clause (2), the Committee - (a) shall give to the member an opportunity to be heard; (b) shall give due consideration to any written statement submitted by the member; and (c) shall by resolution determine whether to confirm or to revoke the resolution. (5) Where the secretary receives a notice under sub-clause (3) he shall notify the Committee and the Committee shall convene a general meeting to be held within twenty-one days after the day on which the secretary received the notice. (6) At a general meeting of the Club convened under sub-clause (5) : - (a) no business other than the question of the appeal shall be transacted; (b) the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; (c) the member shall be given the opportunity to be heard; and (d) the members shall vote by secret ballot on the question whether the resolution should be confirmed or revoked. (7) If at the general meeting : - (a) (b) not less than two-thirds of the members present in person or by proxy, vote in favour of the confirmation of the resolution, the resolution is confirmed; and in any other case, the resolution is revoked. Annual General Meeting (AGM) 8. (1) The Club shall in each calendar year convene an AGM of its members. (2) The AGM shall be held on such day as the Committee determines, but no later than June1 of each year. (3) The AGM shall be specified as such in the notice convening it. (4) The ordinary business of the AGM shall be: - (a) to confirm the minutes of the last preceding AGM and of any general meeting held since that meeting; (b) to receive from the Committee reports upon the transactions of the Club during the preceding financial year; (c) to elect officers of the Club and the ordinary members of the Committee; (d) to receive and consider the statement submitted by the Club in accordance with section (3) of the Act; and (e) to determine the annual subscriptions. (5) The AGM may transact special business of which notice is given in accordance with these rules.
5 5 (6) The AGM shall be in addition to any other general meetings that may be held in the same year. Special General Meeting 9. All general meetings other than the AGM shall be called special meetings. 10. (1) The Committee may, if it thinks fit, convene a special general meeting of the Club, and where, but for this sub-clause, more than 15 months would elapse between AGMs, should convene a special general meeting before the expiration of that period. (2) The Committee shall, on the requisition in writing of members representing not less than three recognised bodies, convene a special general meeting of the Club. (3) The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition. (4) If the Committee does not cause a special general meeting to be held within six weeks after the date on which the requisition is sent to the secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months after that date. (5) A special general meeting convened by members in pursuance of these Rules shall be convened in a manner as nearly as possible the same as that in which these meetings are convened by the Committee and all reasonable expenses incurred in convening the meeting shall be refunded by the Club to the persons incurring the expenses. Notice of Meeting 11. (1) The secretary of the Club shall, at least 14 days before the date fixed for holding a general meeting of the Club, cause it to be sent to each member of the Club at his address appearing in the register of members, a notice by pre-paid post stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting. (2) No business other than that set out in the notice convening the meeting shall be transacted at the meeting. (3) A member desiring to bring any business before a meeting may give notice of that business in writing to the secretary, who shall include that business in the notice calling the general meeting after the receipt of the notice. Proceedings at Meetings 12. (1) All business that is transacted at a special general meeting and all business that is transacted at the AGM, with the exception of that specifically referred to in these Rules as being ordinary business of the AGM, shall be deemed to be special business.
6 6 (2) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these Rules to vote is present during the time when the meeting is considering that item. (3) The quorum at a general meeting shall be one third of the members (being members entitled under these Rules to vote at a general meeting) and shall include at least one officer of the Club. (4) If within half an hour after the appointed time for the commencement of the general meeting, a quorum is not present, the meeting if convened upon the requisition of the members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and of the same place (unless another place is specified by the Chairman at the time of adjournment or by written notice to members given before the day to which the meeting is adjourned), and if at the adjourned meeting the quorum is not present within half an hour after that time appointed for the commencement of the meeting, the members present (being not less than three and including at least one officer of the Club) shall be a quorum. 13. (1) The President shall preside as Chairman at each general meeting of the Club. (2) If the President is absent from the meeting, the members present shall elect one of their number to preside as Chairman at that meeting. 14. (1) The Chairman of a meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjournment meeting other than the business left unfinished at the meeting at which the adjournment took place. (2) Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting. (3) Except as provided in sub-clause (1) and (2), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting. 15. Subject to Rule 7 (6) (d) a question arising at a general meeting of the Club shall be determined on a show of hands, and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the Minute Book of the Club the votes recorded in favour of, or against, that resolution. 16. (1) Upon any question arising at a general meeting of the Club, a member has one vote only. (2) All votes shall be given personally or by proxy. (3) In the case of an equality of voting on a question, the Chairman of the meeting is entitled to exercise a second or casting vote.
7 17. (1) If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such a manner as the Chairman may direct and the resolution of the poll shall be deemed to be a reason of the meeting on that question. 7 (2) A poll that is demanded onto the election of a Chairman or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairman may direct. 18. A member is not entitled to vote at any general meeting unless all monies due and payable by him to the Club have been paid, other than the amount of the annual subscription payable in respect of the current financial year. 19. (1) Each member shall be entitled to appoint another member as his proxy by notice given to the secretary prior to the time of the meeting in respect of which the proxy is appointed. (2) The notice appointing the proxy shall be in the form set out in Appendix 2. Committee of management 20. (1) The affairs of the Club shall be managed by the Committee constituted as provided in Rule 22. (2) The Committee; (a) shall control and manage the business and affairs of the Club, (b) may, subject to these Rules, the regulations and the Act, exercise all such powers and functions as may be exercised by the Club other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Club and, (c) subject to these Rules, regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Club. 21. (1) The officers of the Club shall be elected from amongst the members of the Club and shall be: - (a) a President (b) a Vice President (c) a Secretary (d) a Treasurer (e) a Social Secretary. (2) The provisions of Rule 23, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (1). (3) Each officer of the Club shall hold office until the result of the election of his successor at the AGM next after the date of his election has been declared, but is eligible for re-
8 8 election, provided that no person shall hold office as President for more than three consecutive years. (4) In the event of a casual vacancy in any office referred to in sub-clause (1) the Committee may appoint one of its members to the vacant office and the member so appointed shall hold office as provided in sub-clause (3). 22. (1) Subject to section 23 of the Act, the Committee shall consist of - (a) the officers of the Club; and (b) the Committee (i.e. ordinary members) may- (i) co-opt members for special purposes. (ii) appoint sub-committees with the powers to co-opt as required. (iii) appoint a Publicity Officer and direct that all Club publicity and notices must pass through this officer. (iv) appoint a Tours Officer. (v) appoint a Race Secretary. (c) A quorum of the Committee shall be four members. (2) Each ordinary member of the Committee shall, subject to these Rules, hold office as provided for officers of the Club in Rule 21 (3), but is eligible for re-election. (3) In the event of a casual vacancy occurring in the office of an ordinary member of the Committee, the Committee may appoint a member of the Club to fill the vacancy and the member so appointed shall hold office as provided in sub-clause (2). Election of officers and Vacancy 23. (1) Nomination of candidates for election as officers of the club or as ordinary members of the committee- (a) shall be made in writing, signed by one member of the club, and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and (b) shall be delivered to the Secretary of the Club not less than seven days before the date fixed for the holding of the annual general meeting. (2) If insufficient nominations are received to full all vacancies on the Committee, the candidates nominated shall be deemed to be elected and no further nominations shall be received at the annual general meeting. Any remaining vacancies shall be filled as casual vacancies in accordance with rule 22 (3). (3) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected. (4) If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.
9 9 (5) The ballot for the election of officers and ordinary members of the committee shall be conducted at the annual general meeting in such usual and proper manner as the committee may direct. (6) A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for another office for election at the same election. 24. For the purpose of these Rules, the office of an officer of the Club or of an ordinary member of the Committee becomes vacant if the officer or ordinary member of the committee, who is a member of the Club- (a) ceases to be a member of the Club; (b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code; or (c) resigns his office by notice in writing given to the Secretary. Proceeding of Committee 25. (1) The Committee shall meet at least five times in each year at intervals of not more than three months at such place and such times as the Committee may determine. (2) Special meetings of the Committee may be convened by the President or any four members of the Club. (3) Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting. (3) Any four members of the committee constitute a quorum for the transaction of the business of a meeting of the Committee. (5) No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the day in the following week unless the meeting was a special meeting in which case it lapses. (6) At meetings of the Committee: - (a) the President shall preside; or (b) if the President is absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside. (7) Questions arising at a meeting of the Committee or of any committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine. (8) Each member present at a meeting of the Committee or of any committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
10 Secretary 10 (9) Written notice of each Committee meeting shall be served on each member of the Committee by delivering it to him at a reasonable time before the meeting or by sending it by prepaid post addressed to him at his usual or last known place of abode at least two business days before the date of the meeting. (10) Subject to sub-clause (4) the Committee may act notwithstanding any vacancy on the Committee. 26. The Secretary of the Club shall keep minutes of the resolutions and proceedings of each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present at committee meetings. Treasurer 27. (1) The Treasurer of the Club: - (a) shall collect and receive all moneys due to the Club and make all payments authorized by the Club; and (b) shall keep correct accounts and books showing the financial affairs of the Club with full details of all receipts and expenditure connected with the activities of the Club. (2) The accounts and books referred to in sub-clause (1) shall be available for inspection by members. Removal of Member of the Committee 28. (1) The Club in general meeting may by resolution remove any member of the Committee before the expiration of his term of office and appoint another member in his stead to hold office until the expiration of the term of office of the first-mentioned member. (2) Where the member, to whom a proposed resolution referred to in sub-clause (1) applies, makes representations in writing to the Secretary or the President of the Club (not exceeding a reasonable length) and requests that these representations be notified to the members of the Club, the Secretary shall send a copy of such representations to each member of the Club, and if they are not so sent, the member may require that they be read out at the meeting. Cheques 29. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members of the Committee. Seal 30. (1) The Common Seal of the Club shall be kept in the custody of the Secretary. (2) The Common Seal shall not be affixed to any instruments except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signatures
11 11 either of two members of the Committee or of one member of the Committee and of the Public Officer of the Club. Sub-Committees of the Club 31. The Committee may from time to time appoint such sub-committees as it thinks necessary to perform special or specific tasks or to conduct any section of the activities of the Club and may delegate to such Committees such powers as it may deem fit. 32. Each Sub-Committee shall consist of a Chairman appointed by and responsible to the Club and such other persons as the Club may decide. 33. A quorum for a Sub-Committee of the Club shall be the Chairman and two other Sub- Committee members. 34. The Club may with their consent co-opt members of recognition bodies to be special members of such Sub-Committees. 35. The Club may approve of the engagement of qualified persons (whether members of recognised bodies or not) to assist in the activities of or advise any such Sub-Committees. 36. The Chairman of each Sub-Committee shall report on the work of his Sub- Committee to each meeting of the Club. Auditor 37. An auditor shall be appointed to audit the Club s books. 38. The Club may remove the auditor from the office and the provisions of Rule 28 for the removal of a member of the Committee shall, subject to such modifications as are necessary, apply to the removal of the auditor. Alteration of Rules and Statement of Purposes 39. These Rules and the Statement of Purposes of the Club shall not be altered except in accordance with the Act. Notices 40. (1) A notice may be served by or on behalf of the Club upon any member either personally or by sending it by post to the member at his address shown in the Register of Members. (2) Where a document is properly addressed prepaid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.
12 12 Winding up or Cancellation 41. In the event of the winding up or the cancellation of the incorporation of the Club, the assets of the Club shall be disposed of in accordance with the provisions of the Act. Custody of Records 42. (1) Except as otherwise provided in these Rules, the Secretary shall keep in his or her custody or under his or her control all books, documents and securities of the Club. Funds (2) All accounts, books, documents and securities of the Club shall be available for inspection and copying by any member of the Club upon request. 43. The funds of the Club shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines. General 44. Notwithstanding the rescission of any former Constitution or Constitutions the Birkebeiner Nordic Ski Club Incorporated is the same as was established on the twelfth day of December 1984, and duly constituted from time to time.
13 13 Appendix 1 Birkebeiner Nordic Ski Club Inc. Application for Membership I,.. of. desire to become a member of In the event of my admission as a member, I agree to be bound by the Rules of the Club for the time being in force. Signature of Applicant.Date I, being a member of the Birkebeiner Nordic Ski Club Inc. nominate the applicant, who is personally known to me, for membership of the Club. Signature of Proposer..Date.. Appendix 2 Birkebeiner Nordic Ski Club Inc. Form of Appointment of Proxy I,.. of. being a member of the Birkebeiner Nordic Ski Club Inc. appoint of being a member of that club, as my proxy to vote for me on my behalf at the general meeting of the Club (annual general meeting or special general meeting, as the case may be) to be held on (insert date).and at any adjournment of that meeting. My proxy is authorized to vote in favour of/against (delete as appropriate) the resolution (insert details).